Waiver of Borrowers’ rights. The Company acknowledges and agrees that, to the extent the provisions of the Agricultural Credit Act of 1987, including, without limitation, 12 U.S.C. §§2199 through 2202e, and the implementing Farm Credit Administration regulations, 12 C.F.R. §617.7000, et seq. (collectively, the “Farm Credit Law”) apply to the Company or to the transactions contemplated by this Agreement, they hereby irrevocably waive all statutory or regulatory rights of a borrower to disclosure of effective interest rates, differential interest rates, review of credit decisions, distressed loan restructuring, and rights of first refusal under the Farm Credit Law (“Borrower Rights”). The Company acknowledges and agrees that the waiver of Borrower Rights provided by this Section is knowingly and voluntarily made after the Company has consulted with legal counsel of its choice and has been represented by counsel of its choice in connection with the negotiation of this Agreement and the waiver of Borrower Rights set forth in this Section. The Company acknowledges that its waiver of Borrower Rights set forth in this Section is based on its recognition that such waiver is material to induce commercial banks and other non-Farm Credit System institutions to participate in the extensions of credit contemplated by this Agreement and to provide extensions of credit to the Company. Nothing contained in this Section, nor the delivery to Company of any summary of any rights under, or any notice pursuant to, the Farm Credit Law shall be deemed to be, or be constructed to indicate the determination or agreement by the Company, the Agent, or any Bank that the Farm Credit Law, or any rights thereunder, are or will be applicable to the Company or to the transactions contemplated by this Agreement. It is the intent of the Company that the waiver of Borrower Rights contained in this Section complies with and meets all of the requirements of 12 C.F.R. §617.7010(c). This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. XXXXXXXXX FARMS, INC. By /s/ D. Xxxxxxx Xxxxxxxx Its Treasurer and Chief Financial Officer Accepted and Agreed to as of the day and year last above written. BMO XXXXXX BANK N.A., as Agent and an L/C Issuer By /s/ Xxxxxx X. Xxxx Its Director Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement “LENDERS” BMO XXXXXX FINANCING, INC. By /s/ Xxxxxx X. Xxxx Its Director Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement AGFIRST FARM CREDIT BANK By /s/ Xxxxxxx X. Xxxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement FARM CREDIT BANK OF TEXAS By /s/ Xxxx Xxxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement FARM CREDIT SERVICES OF AMERICA, PCA By /s/ Xxxxx Xxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement REGIONS BANK By /s/ Xxxxxxx Xxxxxx Its Senior Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement BANK OF THE WEST By /s/ Xxxxxx Xxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement 1ST FARM CREDIT SERVICES, PCA By /s/ Xxxx X. Xxxxxxxxxx Its Vice President, Capital Markets Group Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement AGSTAR FINANCIAL SERVICES, PCA By /s/ Xxxxxx X. Xxx Its AVP Capital Markets Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement FARM CREDIT MID-AMERICA, PCA By /s/ Xxxxx Xxxxxxxx Its Credit Officer Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement UNITED FCS, PCA d/b/a FCS COMMERCIAL FINANCE GROUP By /s/ Xxxx Xxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement NORTHWEST FARM CREDIT SERVICES, PCA By /s/ Xxxx Xxxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement TRUSTMARK NATIONAL BANK By /s/ Xxxxxxx X. Xxxxxxx Its Senior Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement GREENSTONE FARM CREDIT SERVICES, ACA/FLCA By /s/ Xxxxxx Xxxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement U.S. BANK NATIONAL ASSOCIATION By /s/ Xxxxxxx X. Xxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement AMERICAN AGCREDIT, PCA By /s/ Xxxx Van Schuyver Its Vice President Xxxxxxxxx Farms, Inc. FARM CREDIT WEST, PCA By /s/ Xxxxxxx X. Xxxx Its Regional Vice President Xxxxxxxxx Farms, Inc. SPECIMEN EXHIBIT A XXXXXXXXX FARMS, INC. REVOLVING CREDIT NOTE , 2013 FOR VALUE RECEIVED, the undersigned, XXXXXXXXX FARMS, INC., a Mississippi corporation (the “Company”) promises to pay to the order of (the “Lender”) on the Revolving Credit Termination Date (as defined in the Credit Agreement referred to below) at the principal office of BMO Xxxxxx Bank N.A. in Chicago, Illinois, the principal sum of or, if less, the aggregate unpaid principal amount of all Revolving Credit Loans made by the Lender to the Company under the Revolving Credit provided for under the Credit Agreement hereinafter mentioned and remaining unpaid on the Revolving Credit Termination Date together with interest on the principal amount of each Revolving Credit Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates specified in said Credit Agreement. The Lender shall record on its books or records or on the schedule to this Note which is a part hereof the principal amount of each Revolving Credit Loan made under the Revolving Credit, all payments of principal and interest and the principal balances from time to time outstanding; provided that prior to the transfer of this Note all such amounts shall be recorded on the schedule attached to this Note. The record thereof, whether shown on such books or records or on the schedule to this Note, shall be prima facie evidence as to all such amounts; provided, however, that the failure of the Lender to record, or any mistake in recording, any of the foregoing shall not limit or otherwise affect the obligation of the Company to repay all Revolving Credit Loans made under the Revolving Credit, together with accrued interest thereon. This Note is one of the Revolving Notes referred to in and issued under that certain Credit Agreement dated as of October 24, 2013, among the Company, BMO Xxxxxx Bank N.A., as Agent, and the banks named therein, as amended from time to time (the “Credit Agreement”), and this Note and the holder hereof are entitled to all of the benefits and security provided for thereby or referred to therein. Payment of this Note has been guaranteed pursuant to that certain Guaranty Agreement dated as of October 24, 2013, from the Guarantor Subsidiaries to the Banks, to which reference is hereby made for a statement of the terms thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as such terms have in said Credit Agreement. Prepayments may be made on any Revolving Credit Loan evidenced hereby and this Note (and the Revolving Credit Loans evidenced hereby) may be declared due prior to the expressed maturity thereof, all in the events, on the terms and in the manner as provided for in said Credit Agreement. The Company hereby waives presentment for payment and demand. This Note is governed by and shall be construed in accordance with the internal laws of the State of Illinois. XXXXXXXXX FARMS, INC. By Its SPECIMEN EXHIBIT B XXXXXXXXX FARMS, INC. SWING NOTE $10,000,000 , 2013 FOR VALUE RECEIVED, the undersigned, Xxxxxxxxx Farms, Inc., a Mississippi corporation (the “Company”), promises to pay to the order of BMO Xxxxxx Financing, Inc. (the “Bank”), at the principal office of BMO Xxxxxx Bank N.A. in Chicago, Illinois, the aggregate unpaid principal amount of all Swing Loans made by the Bank to the Company under the Credit Agreement hereinafter mentioned in the amounts and payable in the manner and on the dates specified in said Credit Agreement, together with interest on the principal amount of each Swing Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates specified in said Credit Agreement. This Note is the Swing Note referred to in and issued under that certain Credit Agreement dated as of October 24, 2013, among the Company, BMO Xxxxxx Bank N.A., as Agent, and the banks named therein, as amended from time to time (the “Credit Agreement”), and this Note and the holder hereof are entitled to all of the benefits and security provided for thereby or referred to therein. Payment of this Note has been guaranteed pursuant to that certain Guaranty Agreement dated as of October 24, 2013, from the Guarantor Subsidiaries to the Banks, to which reference is hereby made for a statement of the terms thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as such terms have in said Credit Agreement. Prepayments may be made on any Swing Loan evidenced hereby and this Note (and the Swing Loans evidenced hereby) may be declared due prior to the expressed maturity thereof, all in the events, on the terms and in the manner as provided for in said Credit Agreement. The Company hereby waives presentment for payment and demand. This Note is governed by and shall be construed in accordance with the internal laws of the State of Illinois. XXXXXXXXX FARMS, INC. By Its EXHIBIT D SANDERSON FARMS, INC. GUARANTY AGREEMENT BMO Xxxxxx Bank N.A. Chicago, Illinois The Banks and L/C Issuers from time to time parties to the Credit Agreement (as hereinafter defined) Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of October 24, 2013 (such Credit Agreement, as the same may be modified or amended from time to time, being hereinafter referred to as the “Credit Agreement”) by and among Xxxxxxxxx Farms, Inc., a Mississippi corporation (the “Company”), and BMO Xxxxxx Bank N.A., individually and in its capacity as agent thereunder (“BMO Xxxxxx”), and the lenders and letter of credit issuers from time to time parties thereto (all of said lenders being referred to collectively as the “Banks” and individually as a “Bank”, and such letter of credit issuers being referred to collectively as “L/C Issuers” and individually as an “L/C Issuer”; and said BMO Xxxxxx as agent for the Banks and L/C Issuers under the Credit Agreement being hereinafter referred to in such capacity as the “Agent”; the Banks, the L/C Issuers and the Agent being referred to collectively as the “Guaranteed Creditors” and individually as a “Guaranteed Creditor”), pursuant to which said Banks agree to make available to the Company a Revolving Credit, with all loans thereunder to be evidenced by the Revolving Notes of the Company and pursuant to which the Swing Line Bank agrees to make available to the Company a Swing Line with all loans thereunder to be evidenced by the Swing Note of the Company and which provides that certain banks and other financial institutions may make term loans to the Company thereunder with all term loans made thereunder to be evidenced by the Term Notes of the Company (all such Revolving Notes, Term Notes and the Swing Note being hereinafter referred to collectively as the “Notes” and individually as a “Note”). In addition the Company may request the L/C Issuers to issue letters of credit for the Company’s account and the other Banks will acquire risk participations in such letters of credit and all obligations of the Company with request thereto (the “Reimbursement Obligations”). All of the Company’s indebtedness, obligations and liabilities to the Guaranteed Creditors under the Credit Agreement and the other Loan Documents, including, without limitation, all such indebtedness, obligations and liabilities evidenced by the Notes and the Reimbursement Obligations, and all extensions or renewals of any of the foregoing, are hereinafter collectively referred to as the “Indebtedness”; provided that in no event shall the Indebtedness include any Excluded Swap Obligations. All defined terms used herein shall have the meanings set forth in the Credit Agreement unless expressly defined herein. The undersigned are wholly-owned subsidiaries of the Company. As an inducement to each of you to accept and enter into said Credit Agreement, and in consideration of credit extended and to be extended by the Guaranteed Creditors to the Company under said Credit Agreement, the undersigned (hereinafter collectively referred to as the “Guarantors”), acknowledging that the Guaranteed Creditors have informed the Company that said credit would not be extended but for this guarantee, hereby jointly and severally guarantee the full and prompt payment to each Guaranteed Creditor at maturity (whether by acceleration, lapse of time or otherwise) and at all times thereafter of principal of and interest on all Indebtedness of the Company under the Credit Agreement, and all extensions or renewals of all or any part thereof and all other indebtedness, liabilities and obligations of the Company to the Guaranteed Creditors under the Credit Agreement. Notwithstanding anything in this Guaranty to the contrary, the right of recovery against each Guarantor under this Guaranty shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Guaranty void or voidable under applicable law, including fraudulent conveyance law. The undersigned further jointly and severally acknowledge and agree with the Guaranteed Creditors that this Guaranty and the undertaking of the Guarantors in connection therewith shall be on and subject to the following terms and conditions:
Appears in 1 contract
Waiver of Borrowers’ rights. The Company acknowledges and agrees that, to the extent the provisions of the Agricultural Credit Act of 1987, including, without limitation, 12 U.S.C. §§2199 through 2202e, and the implementing Farm Credit Administration regulations, 12 C.F.R. §617.7000, et seq. (collectively, the “Farm Credit Law”) apply to the Company or to the transactions contemplated by this Agreement, they hereby irrevocably waive all statutory or regulatory rights of a borrower to disclosure of effective interest rates, differential interest rates, review of credit decisions, distressed loan restructuring, and rights of first refusal under the Farm Credit Law (“Borrower Rights”). The Company acknowledges and agrees that the waiver of Borrower Rights provided by this Section is knowingly and voluntarily made after the Company has consulted with legal counsel of its choice and has been represented by counsel of its choice in connection with the negotiation of this Agreement and the waiver of Borrower Rights set forth in this Section. The Company acknowledges that its waiver of Borrower Rights set forth in this Section is based on its recognition that such waiver is material to induce commercial banks and other non-Farm Credit System institutions to participate in the extensions of credit contemplated by this Agreement and to provide extensions of credit to the Company. Nothing contained in this Section, nor the delivery to Company of any summary of any rights under, or any notice pursuant to, the Farm Credit Law shall be deemed to be, or be constructed to indicate the determination or agreement by the Company, the Agent, or any Bank that the Farm Credit Law, or any rights thereunder, are or will be applicable to the Company or to the transactions contemplated by this Agreement. It is the intent of the Company that the waiver of Borrower Rights contained in this Section complies with and meets all of the requirements of 12 C.F.R. §617.7010(c). This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. XXXXXXXXX FARMS, INC. By /s/ D. Xxxxxxx Xxxxxxxx Its CFO and Treasurer and Chief Financial Officer Accepted and Agreed to as of the day and year last above written. BMO XXXXXX BANK N.A., as Agent and an L/C Issuer By /s/ Xxxxxx X. Xxxx Xxxxx Xxxxxxxx Its Director Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement “LENDERSBANKS” BMO XXXXXX FINANCING, INC. By /s/ Xxxxxx X. Xxxx Xxxxx Xxxxxxxx Its Director Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement AGFIRST FARM CREDIT BANK By /s/ Xxxxxxx X. Xxxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement FARM CREDIT BANK OF TEXAS By /s/ Xxxx Xxxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement FARM CREDIT SERVICES OF AMERICA, PCA By /s/ Xxxxx Xxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement REGIONS BANK By /s/ Xxxxxxx X. Xxxxxx Its Senior Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement BANK OF THE WEST By /s/ Xxxxxx Xxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement 1ST FARM CREDIT SERVICES, PCA By /s/ Xxxx X. Xxxxxxxxxx Xxx Xxxxx Its Vice President, Capital Markets Group Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement AGSTAR FINANCIAL SERVICES, PCA By /s/ Xxxxxx X. Xxx Its AVP Capital Markets Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement FARM CREDIT MID-AMERICA, PCA By /s/ Xxxx Xxxxx Xxxxxxxx Its Capital Markets Credit Officer Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement UNITED FCS, PCA d/b/a FCS COMMERCIAL FINANCE GROUP By /s/ Xxxx Xxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement NORTHWEST FARM CREDIT SERVICES, PCA By /s/ Xxxx Xxxxxxxx Xxxxx X. Xxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement TRUSTMARK NATIONAL BANK By /s/ Xxxxxxx X. Xxxxxxx Its Senior Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement GREENSTONE FARM CREDIT SERVICES, ACA/FLCA By /s/ Xxxxxx Xxxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement U.S. BANK NATIONAL ASSOCIATION By /s/ Xxxxxxx X. Xxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement AMERICAN AGCREDIT, PCA By /s/ Xxxx Van Schuyver Xxxxx Xxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement TRUSTMARK NATIONAL BANK By /s/ Xxxxxxx X. Xxxxxxx Its Senior Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement FARM CREDIT WEST, PCA By /s/ Xxxxxxx X. Xxxx Xxxxxx Xxxxxxxxx Its Regional Vice President Xxxxxxxxx Farms, Inc. SPECIMEN Signature Page to Credit Agreement BANKPLUS By /s/ Xxx Xxxxxx Its FVP Xxxxxxxxx Farms, Inc. EXHIBIT A XXXXXXXXX FARMS, INC. REVOLVING CREDIT NOTE , 2013 2015 FOR VALUE RECEIVED, the undersigned, XXXXXXXXX FARMS, INC., a Mississippi corporation (the “Company”) promises to pay to the order of (the “Lender”) on the Revolving Credit Termination Date (as defined in the Credit Agreement referred to below) at the principal office of BMO Xxxxxx Bank N.A. in Chicago, Illinois, the principal sum of or, if less, the aggregate unpaid principal amount of all Revolving Credit Loans made by the Lender to the Company under the Revolving Credit provided for under the Credit Agreement hereinafter mentioned and remaining unpaid on the Revolving Credit Termination Date together with interest on the principal amount of each Revolving Credit Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates specified in said Credit Agreement. The Lender shall record on its books or records or on the schedule to this Note which is a part hereof the principal amount of each Revolving Credit Loan made under the Revolving Credit, all payments of principal and interest and the principal balances from time to time outstanding; provided that prior to the transfer of this Note all such amounts shall be recorded on the schedule attached to this Note. The record thereof, whether shown on such books or records or on the schedule to this Note, shall be prima facie evidence as to all such amounts; provided, however, that the failure of the Lender to record, or any mistake in recording, any of the foregoing shall not limit or otherwise affect the obligation of the Company to repay all Revolving Credit Loans made under the Revolving Credit, together with accrued interest thereon. This Note is one of the Revolving Notes referred to in and issued under that certain Credit Agreement dated as of October April 24, 20132015, among the Company, BMO Xxxxxx Bank N.A., as Agent, and the banks named therein, as amended from time to time (the “Credit Agreement”), and this Note and the holder hereof are entitled to all of the benefits and security provided for thereby or referred to therein. Payment of this Note has been guaranteed pursuant to that certain Guaranty Agreement dated as of October April 24, 20132015, from the Guarantor Subsidiaries to the Banks, to which reference is hereby made for a statement of the terms thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as such terms have in said Credit Agreement. Prepayments may be made on any Revolving Credit Loan evidenced hereby and this Note (and the Revolving Credit Loans evidenced hereby) may be declared due prior to the expressed maturity thereof, all in the events, on the terms and in the manner as provided for in said Credit Agreement. The Company hereby waives presentment for payment and demand. This Note is governed by and shall be construed in accordance with the internal laws of the State of Illinois. XXXXXXXXX FARMS, INC. By Its SPECIMEN EXHIBIT B XXXXXXXXX FARMS, INC. SWING NOTE $10,000,000 , 2013 2015 FOR VALUE RECEIVED, the undersigned, Xxxxxxxxx Farms, Inc., a Mississippi corporation (the “Company”), promises to pay to the order of BMO Xxxxxx Financing, Inc. (the “Bank”), at the principal office of BMO Xxxxxx Bank N.A. in Chicago, Illinois, the aggregate unpaid principal amount of all Swing Loans made by the Bank to the Company under the Credit Agreement hereinafter mentioned in the amounts and payable in the manner and on the dates specified in said Credit Agreement, together with interest on the principal amount of each Swing Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates specified in said Credit Agreement. This Note is the Swing Note referred to in and issued under that certain Credit Agreement dated as of October April 24, 20132015, among the Company, BMO Xxxxxx Bank N.A., as Agent, and the banks named therein, as amended from time to time (the “Credit Agreement”), and this Note and the holder hereof are entitled to all of the benefits and security provided for thereby or referred to therein. Payment of this Note has been guaranteed pursuant to that certain Guaranty Agreement dated as of October April 24, 20132015, from the Guarantor Subsidiaries to the Banks, to which reference is hereby made for a statement of the terms thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as such terms have in said Credit Agreement. Prepayments may be made on any Swing Loan evidenced hereby and this Note (and the Swing Loans evidenced hereby) may be declared due prior to the expressed maturity thereof, all in the events, on the terms and in the manner as provided for in said Credit Agreement. The Company hereby waives presentment for payment and demand. This Note is governed by and shall be construed in accordance with the internal laws of the State of Illinois. XXXXXXXXX FARMS, INC. By Its EXHIBIT D SANDERSON FARMS, INC. GUARANTY AGREEMENT BMO Xxxxxx Bank N.A. Chicago, Illinois The Banks and L/C Issuers from time to time parties to the Credit Agreement (as hereinafter defined) Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of October April 24, 2013 2015 (such Credit Agreement, as the same may be modified or amended from time to time, being hereinafter referred to as the “Credit Agreement”) by and among Xxxxxxxxx Farms, Inc., a Mississippi corporation (the “Company”), and BMO Xxxxxx Bank N.A., individually and in its capacity as agent thereunder (“BMO Xxxxxx”), and the lenders and letter of credit issuers from time to time parties thereto (all of said lenders being referred to collectively as the “Banks” and individually as a “Bank”, and such letter of credit issuers being referred to collectively as “L/C Issuers” and individually as an “L/C Issuer”; and said BMO Xxxxxx as agent for the Banks and L/C Issuers under the Credit Agreement being hereinafter referred to in such capacity as the “Agent”; the Banks, the L/C Issuers and the Agent being referred to collectively as the “Guaranteed Creditors” and individually as a “Guaranteed Creditor”), pursuant to which said Banks agree to make available to the Company a Revolving Credit, with all loans thereunder to be evidenced by the Revolving Notes of the Company and pursuant to which the Swing Line Bank agrees to make available to the Company a Swing Line with all loans thereunder to be evidenced by the Swing Note of the Company and which provides that certain banks and other financial institutions may make term loans to the Company thereunder with all term loans made thereunder to be evidenced by the Term Notes of the Company (all such Revolving Notes, Term Notes and the Swing Note being hereinafter referred to collectively as the “Notes” and individually as a “Note”). In addition the Company may request the L/C Issuers to issue letters of credit for the Company’s account and the other Banks will acquire risk participations in such letters of credit and all obligations of the Company with request thereto (the “Reimbursement Obligations”). All of the Company’s indebtedness, obligations and liabilities to the Guaranteed Creditors under the Credit Agreement and the other Loan Documents, including, without limitation, all such indebtedness, obligations and liabilities evidenced by the Notes and the Reimbursement Obligations, and all extensions or renewals of any of the foregoing, are hereinafter collectively referred to as the “Indebtedness”; provided that in no event shall the Indebtedness include any Excluded Swap Obligations. All defined terms used herein shall have the meanings set forth in the Credit Agreement unless expressly defined herein. The undersigned are wholly-owned subsidiaries of the Company. As an inducement to each of you to accept and enter into said Credit Agreement, and in consideration of credit extended and to be extended by the Guaranteed Creditors to the Company under said Credit Agreement, the undersigned (hereinafter collectively referred to as the “Guarantors”), acknowledging that the Guaranteed Creditors have informed the Company that said credit would not be extended but for this guarantee, hereby jointly and severally guarantee the full and prompt payment to each Guaranteed Creditor at maturity (whether by acceleration, lapse of time or otherwise) and at all times thereafter of principal of and interest on all Indebtedness of the Company under the Credit Agreement, and all extensions or renewals of all or any part thereof and all other indebtedness, liabilities and obligations of the Company to the Guaranteed Creditors under the Credit Agreement. Notwithstanding anything in this Guaranty to the contrary, the right of recovery against each Guarantor under this Guaranty shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Guaranty void or voidable under applicable law, including fraudulent conveyance law. The undersigned further jointly and severally acknowledge and agree with the Guaranteed Creditors that this Guaranty and the undertaking of the Guarantors in connection therewith shall be on and subject to the following terms and conditions:
Appears in 1 contract
Waiver of Borrowers’ rights. The Company acknowledges and agrees that, to the extent the provisions of the Agricultural Credit Act of 1987, including, without limitation, 12 U.S.C. §§2199 through 2202e, and the implementing Farm Credit Administration regulations, 12 C.F.R. §617.7000, et seq. (collectively, the “Farm Credit Law”) apply to the Company or to the transactions contemplated by this Agreement, they hereby irrevocably waive all statutory or regulatory rights of a borrower to disclosure of effective interest rates, differential interest rates, review of credit decisions, distressed loan restructuring, and rights of first refusal under the Farm Credit Law (“Borrower Rights”). The Company acknowledges and agrees that the waiver of Borrower Rights provided by this Section is knowingly and voluntarily made after the Company has consulted with legal counsel of its choice and has been represented by counsel of its choice in connection with the negotiation of this Agreement and the waiver of Borrower Rights set forth in this Section. The Company acknowledges that its waiver of Borrower Rights set forth in this Section is based on its recognition that such waiver is material to induce commercial banks and other non-Farm Credit System institutions to participate in the extensions of credit contemplated by this Agreement and to provide extensions of credit to the Company. Nothing contained in this Section, nor the delivery to Company of any summary of any rights under, or any notice pursuant to, the Farm Credit Law shall be deemed to be, or be constructed to indicate the determination or agreement by the Company, the Agent, or any Bank that the Farm Credit Law, or any rights thereunder, are or will be applicable to the Company or to the transactions contemplated by this Agreement. It is the intent of the Company that the waiver of Borrower Rights contained in this Section complies with and meets all of the requirements of 12 C.F.R. §617.7010(c). This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. XXXXXXXXX FARMS, INC. By By: /s/ D. Xxxxxxx Xxxxxxxx Its Its: CFO and Treasurer and Chief Financial Officer Accepted and Agreed to as of the day and year last above written. BMO XXXXXX BANK N.A., as Agent and an L/C Issuer By By: /s/ Xxxxxx X. Xxxx Its Xxxxx Xxxxxxxxx Its: Director Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement “LENDERS” BMO XXXXXX FINANCING, INC. By /s/ Xxxxxx X. Xxxx Its Director Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement AGFIRST FARM CREDIT BANK By /s/ Xxxxxxx X. Xxxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement FARM CREDIT BANK OF TEXAS By /s/ Xxxx Xxxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement FARM CREDIT SERVICES OF AMERICA, PCA By /s/ Xxxxx Xxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement REGIONS BANK By /s/ Xxxxxxx Xxxxxx Its Senior Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement BANK OF THE WEST By /s/ Xxxxxx Xxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement 1ST FARM CREDIT SERVICES, PCA By /s/ Xxxx X. Xxxxxxxxxx Its Vice President, Capital Markets Group Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement AGSTAR FINANCIAL SERVICES, PCA By /s/ Xxxxxx X. Xxx Its AVP Capital Markets Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement FARM CREDIT MID-AMERICA, PCA By /s/ Xxxxx Xxxxxxxx Its Credit Officer Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement UNITED FCS, PCA d/b/a FCS COMMERCIAL FINANCE GROUP By /s/ Xxxx Xxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement NORTHWEST FARM CREDIT SERVICES, PCA By /s/ Xxxx Xxxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement TRUSTMARK NATIONAL BANK By /s/ Xxxxxxx X. Xxxxxxx Its Senior Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement GREENSTONE FARM CREDIT SERVICES, ACA/FLCA By /s/ Xxxxxx Xxxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement U.S. BANK NATIONAL ASSOCIATION By /s/ Xxxxxxx X. Xxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement AMERICAN AGCREDIT, PCA By /s/ Xxxx Van Schuyver Its Vice President Xxxxxxxxx Farms, Inc. FARM CREDIT WEST, PCA By /s/ Xxxxxxx X. Xxxx Its Regional Vice President Xxxxxxxxx Farms, Inc. SPECIMEN EXHIBIT A XXXXXXXXX FARMS, INC. REVOLVING CREDIT NOTE , 2013 FOR VALUE RECEIVED, the undersigned, XXXXXXXXX FARMS, INC., a Mississippi corporation (the “Company”) promises to pay to the order of (the “Lender”) on the Revolving Credit Termination Date (as defined in the Credit Agreement referred to below) at the principal office of BMO Xxxxxx Bank N.A. in Chicago, Illinois, the principal sum of or, if less, the aggregate unpaid principal amount of all Revolving Credit Loans made by the Lender to the Company under the Revolving Credit provided for under the Credit Agreement hereinafter mentioned and remaining unpaid on the Revolving Credit Termination Date together with interest on the principal amount of each Revolving Credit Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates specified in said Credit Agreement. The Lender shall record on its books or records or on the schedule to this Note which is a part hereof the principal amount of each Revolving Credit Loan made under the Revolving Credit, all payments of principal and interest and the principal balances from time to time outstanding; provided that prior to the transfer of this Note all such amounts shall be recorded on the schedule attached to this Note. The record thereof, whether shown on such books or records or on the schedule to this Note, shall be prima facie evidence as to all such amounts; provided, however, that the failure of the Lender to record, or any mistake in recording, any of the foregoing shall not limit or otherwise affect the obligation of the Company to repay all Revolving Credit Loans made under the Revolving Credit, together with accrued interest thereon. This Note is one of the Revolving Notes referred to in and issued under that certain Credit Agreement dated as of October 24, 2013, among the Company, BMO Xxxxxx Bank N.A., as Agent, and the banks named therein, as amended from time to time (the “Credit Agreement”), and this Note and the holder hereof are entitled to all of the benefits and security provided for thereby or referred to therein. Payment of this Note has been guaranteed pursuant to that certain Guaranty Agreement dated as of October 24, 2013, from the Guarantor Subsidiaries to the Banks, to which reference is hereby made for a statement of the terms thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as such terms have in said Credit Agreement. Prepayments may be made on any Revolving Credit Loan evidenced hereby and this Note (and the Revolving Credit Loans evidenced hereby) may be declared due prior to the expressed maturity thereof, all in the events, on the terms and in the manner as provided for in said Credit Agreement. The Company hereby waives presentment for payment and demand. This Note is governed by and shall be construed in accordance with the internal laws of the State of Illinois. XXXXXXXXX FARMS, INC. By Its SPECIMEN EXHIBIT B XXXXXXXXX FARMS, INC. SWING NOTE $10,000,000 , 2013 FOR VALUE RECEIVED, the undersigned, Xxxxxxxxx Farms, Inc., a Mississippi corporation (the “Company”), promises to pay to the order of BMO Xxxxxx Financing, Inc. (the “Bank”), at the principal office of BMO Xxxxxx Bank N.A. in Chicago, Illinois, the aggregate unpaid principal amount of all Swing Loans made by the Bank to the Company under the Credit Agreement hereinafter mentioned in the amounts and payable in the manner and on the dates specified in said Credit Agreement, together with interest on the principal amount of each Swing Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates specified in said Credit Agreement. This Note is the Swing Note referred to in and issued under that certain Credit Agreement dated as of October 24, 2013, among the Company, BMO Xxxxxx Bank N.A., as Agent, and the banks named therein, as amended from time to time (the “Credit Agreement”), and this Note and the holder hereof are entitled to all of the benefits and security provided for thereby or referred to therein. Payment of this Note has been guaranteed pursuant to that certain Guaranty Agreement dated as of October 24, 2013, from the Guarantor Subsidiaries to the Banks, to which reference is hereby made for a statement of the terms thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as such terms have in said Credit Agreement. Prepayments may be made on any Swing Loan evidenced hereby and this Note (and the Swing Loans evidenced hereby) may be declared due prior to the expressed maturity thereof, all in the events, on the terms and in the manner as provided for in said Credit Agreement. The Company hereby waives presentment for payment and demand. This Note is governed by and shall be construed in accordance with the internal laws of the State of Illinois. XXXXXXXXX FARMS, INC. By Its EXHIBIT D SANDERSON FARMS, INC. GUARANTY AGREEMENT BMO Xxxxxx Bank N.A. Chicago, Illinois The Banks and L/C Issuers from time to time parties to the Credit Agreement (as hereinafter defined) Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of October 24, 2013 (such Credit Agreement, as the same may be modified or amended from time to time, being hereinafter referred to as the “Credit Agreement”) by and among Xxxxxxxxx Farms, Inc., a Mississippi corporation (the “Company”), and BMO Xxxxxx Bank N.A., individually and in its capacity as agent thereunder (“BMO Xxxxxx”), and the lenders and letter of credit issuers from time to time parties thereto (all of said lenders being referred to collectively as the “Banks” and individually as a “Bank”, and such letter of credit issuers being referred to collectively as “L/C Issuers” and individually as an “L/C Issuer”; and said BMO Xxxxxx as agent for the Banks and L/C Issuers under the Credit Agreement being hereinafter referred to in such capacity as the “Agent”; the Banks, the L/C Issuers and the Agent being referred to collectively as the “Guaranteed Creditors” and individually as a “Guaranteed Creditor”), pursuant to which said Banks agree to make available to the Company a Revolving Credit, with all loans thereunder to be evidenced by the Revolving Notes of the Company and pursuant to which the Swing Line Bank agrees to make available to the Company a Swing Line with all loans thereunder to be evidenced by the Swing Note of the Company and which provides that certain banks and other financial institutions may make term loans to the Company thereunder with all term loans made thereunder to be evidenced by the Term Notes of the Company (all such Revolving Notes, Term Notes and the Swing Note being hereinafter referred to collectively as the “Notes” and individually as a “Note”). In addition the Company may request the L/C Issuers to issue letters of credit for the Company’s account and the other Banks will acquire risk participations in such letters of credit and all obligations of the Company with request thereto (the “Reimbursement Obligations”). All of the Company’s indebtedness, obligations and liabilities to the Guaranteed Creditors under the Credit Agreement and the other Loan Documents, including, without limitation, all such indebtedness, obligations and liabilities evidenced by the Notes and the Reimbursement Obligations, and all extensions or renewals of any of the foregoing, are hereinafter collectively referred to as the “Indebtedness”; provided that in no event shall the Indebtedness include any Excluded Swap Obligations. All defined terms used herein shall have the meanings set forth in the Credit Agreement unless expressly defined herein. The undersigned are wholly-owned subsidiaries of the Company. As an inducement to each of you to accept and enter into said Credit Agreement, and in consideration of credit extended and to be extended by the Guaranteed Creditors to the Company under said Credit Agreement, the undersigned (hereinafter collectively referred to as the “Guarantors”), acknowledging that the Guaranteed Creditors have informed the Company that said credit would not be extended but for this guarantee, hereby jointly and severally guarantee the full and prompt payment to each Guaranteed Creditor at maturity (whether by acceleration, lapse of time or otherwise) and at all times thereafter of principal of and interest on all Indebtedness of the Company under the Credit Agreement, and all extensions or renewals of all or any part thereof and all other indebtedness, liabilities and obligations of the Company to the Guaranteed Creditors under the Credit Agreement. Notwithstanding anything in this Guaranty to the contrary, the right of recovery against each Guarantor under this Guaranty shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Guaranty void or voidable under applicable law, including fraudulent conveyance law. The undersigned further jointly and severally acknowledge and agree with the Guaranteed Creditors that this Guaranty and the undertaking of the Guarantors in connection therewith shall be on and subject to the following terms and conditions:
Appears in 1 contract
Waiver of Borrowers’ rights. The Company acknowledges and agrees that, to the extent the provisions of the Agricultural Credit Act of 1987, including, without limitation, 12 U.S.C. §§2199 through 2202e, and the implementing Farm Credit Administration regulations, 12 C.F.R. §617.7000, et seq. (collectively, the “Farm Credit Law”) apply to the Company or to the transactions contemplated by this Agreement, they hereby irrevocably waive all statutory or regulatory rights of a borrower to disclosure of effective interest rates, differential interest rates, review of credit decisions, distressed loan restructuring, and rights of first refusal under the Farm Credit Law (“Borrower Rights”). The Company acknowledges and agrees that the waiver of Borrower Rights provided by this Section is knowingly and voluntarily made after the Company has consulted with legal counsel of its choice and has been represented by counsel of its choice in connection with the negotiation of this Agreement and the waiver of Borrower Rights set forth in this Section. The Company acknowledges that its waiver of Borrower Rights set forth in this Section is based on its recognition that such waiver is material to induce commercial banks and other non-Farm Credit System institutions to participate in the extensions of credit contemplated by this Agreement and to provide extensions of credit to the Company. Nothing contained in this Section, nor the delivery to Company of any summary of any rights under, or any notice pursuant to, the Farm Credit Law shall be deemed to be, or be constructed to indicate the determination or agreement by the Company, the Agent, or any Bank that the Farm Credit Law, or any rights thereunder, are or will be applicable to the Company Borrower or to the transactions contemplated by this Agreement. It is the intent of the Company that the waiver of Borrower Rights contained in this Section complies with and meets all of the requirements of 12 C.F.R. §617.7010(c). This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. XXXXXXXXX FARMSXxxxxxxxx Farms, INC. Inc. By /s/ D. Xxxxxxx Xxxxxxxx Its CFO & Treasurer and Chief Financial Officer Accepted and Agreed to as of the day and year last above written. BMO XXXXXX BANK N.A.Xxxxxx X.X., as Agent and an L/C Issuer By /s/ Xxxxxx X. Xxxx Its Director Xxxxxxxxx FarmsVice President Bank of Montreal, Inc. Signature Page to Credit Agreement “LENDERS” BMO XXXXXX FINANCING, INC. as an L/C Issuer By /s/ Xxxxxx X. Xxxx Its Director Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement AGFIRST FARM CREDIT BANK By /s/ Xxxxxxx X. Xxxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement FARM CREDIT BANK OF TEXAS By /s/ Xxxx Xxxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement FARM CREDIT SERVICES OF AMERICA, PCA By /s/ Xxxxx Xxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement REGIONS BANK By /s/ Xxxxxxx Xxxxxx Its Senior Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement BANK OF THE WEST By /s/ Xxxxxx Xxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement 1ST FARM CREDIT SERVICES, PCA By /s/ Xxxx X. Xxxxxxxxxx Its Vice President, Capital Markets Group Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement AGSTAR FINANCIAL SERVICES, PCA By /s/ Xxxxxx X. Xxx Its AVP Capital Markets Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement FARM CREDIT MID-AMERICA, PCA By /s/ Xxxxx Xxxxxxxx Its Credit Officer Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement UNITED FCS, PCA d/b/a FCS COMMERCIAL FINANCE GROUP By /s/ Xxxx Xxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement NORTHWEST FARM CREDIT SERVICES, PCA By /s/ Xxxx Xxxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement TRUSTMARK NATIONAL BANK By /s/ Xxxxxxx X. Xxxxxxx Its Senior Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement GREENSTONE FARM CREDIT SERVICES, ACA/FLCA By /s/ Xxxxxx Xxxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement U.S. BANK NATIONAL ASSOCIATION By /s/ Xxxxxxx X. Xxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement AMERICAN AGCREDIT, PCA By /s/ Xxxx Van Schuyver Its Vice President Xxxxxxxxx Farms, Inc. FARM CREDIT WEST, PCA By /s/ Xxxxxxx X. Xxxx Its Regional Vice President Xxxxxxxxx Farms, Inc. SPECIMEN EXHIBIT A XXXXXXXXX FARMS, INC. REVOLVING CREDIT NOTE , 2013 FOR VALUE RECEIVED, the undersigned, XXXXXXXXX FARMS, INC., a Mississippi corporation (the “Company”) promises to pay to the order of (the “Lender”) on the Revolving Credit Termination Date (as defined in the Credit Agreement referred to below) at the principal office of BMO Xxxxxx Bank N.A. in Chicago, Illinois, the principal sum of or, if less, the aggregate unpaid principal amount of all Revolving Credit Loans made by the Lender to the Company under the Revolving Credit provided for under the Credit Agreement hereinafter mentioned and remaining unpaid on the Revolving Credit Termination Date together with interest on the principal amount of each Revolving Credit Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates specified in said Credit Agreement. The Lender shall record on its books or records or on the schedule to this Note which is a part hereof the principal amount of each Revolving Credit Loan made under the Revolving Credit, all payments of principal and interest and the principal balances from time to time outstanding; provided that prior to the transfer of this Note all such amounts shall be recorded on the schedule attached to this Note. The record thereof, whether shown on such books or records or on the schedule to this Note, shall be prima facie evidence as to all such amounts; provided, however, that the failure of the Lender to record, or any mistake in recording, any of the foregoing shall not limit or otherwise affect the obligation of the Company to repay all Revolving Credit Loans made under the Revolving Credit, together with accrued interest thereon. This Note is one of the Revolving Notes referred to in and issued under that certain Credit Agreement dated as of October 24, 2013, among the Company, BMO Xxxxxx Bank N.A., as Agent, and the banks named therein, as amended from time to time (the “Credit Agreement”), and this Note and the holder hereof are entitled to all of the benefits and security provided for thereby or referred to therein. Payment of this Note has been guaranteed pursuant to that certain Guaranty Agreement dated as of October 24, 2013, from the Guarantor Subsidiaries to the Banks, to which reference is hereby made for a statement of the terms thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as such terms have in said Credit Agreement. Prepayments may be made on any Revolving Credit Loan evidenced hereby and this Note (and the Revolving Credit Loans evidenced hereby) may be declared due prior to the expressed maturity thereof, all in the events, on the terms and in the manner as provided for in said Credit Agreement. The Company hereby waives presentment for payment and demand. This Note is governed by and shall be construed in accordance with the internal laws of the State of Illinois. XXXXXXXXX FARMS, INC. By Its SPECIMEN EXHIBIT B XXXXXXXXX FARMS, INC. SWING NOTE $10,000,000 , 2013 FOR VALUE RECEIVED, the undersigned, Xxxxxxxxx Farms, Inc., a Mississippi corporation (the “Company”), promises to pay to the order of BMO Xxxxxx Financing, Inc. (the “Bank”), at the principal office of BMO Xxxxxx Bank N.A. in Chicago, Illinois, the aggregate unpaid principal amount of all Swing Loans made by the Bank to the Company under the Credit Agreement hereinafter mentioned in the amounts and payable in the manner and on the dates specified in said Credit Agreement, together with interest on the principal amount of each Swing Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates specified in said Credit Agreement. This Note is the Swing Note referred to in and issued under that certain Credit Agreement dated as of October 24, 2013, among the Company, BMO Xxxxxx Bank N.A., as Agent, and the banks named therein, as amended from time to time (the “Credit Agreement”), and this Note and the holder hereof are entitled to all of the benefits and security provided for thereby or referred to therein. Payment of this Note has been guaranteed pursuant to that certain Guaranty Agreement dated as of October 24, 2013, from the Guarantor Subsidiaries to the Banks, to which reference is hereby made for a statement of the terms thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as such terms have in said Credit Agreement. Prepayments may be made on any Swing Loan evidenced hereby and this Note (and the Swing Loans evidenced hereby) may be declared due prior to the expressed maturity thereof, all in the events, on the terms and in the manner as provided for in said Credit Agreement. The Company hereby waives presentment for payment and demand. This Note is governed by and shall be construed in accordance with the internal laws of the State of Illinois. XXXXXXXXX FARMS, INC. By Its EXHIBIT D SANDERSON FARMS, INC. GUARANTY AGREEMENT BMO Xxxxxx Bank N.A. Chicago, Illinois The Banks and L/C Issuers from time to time parties to the Credit Agreement (as hereinafter defined) Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of October 24, 2013 (such Credit Agreement, as the same may be modified or amended from time to time, being hereinafter referred to as the “Credit Agreement”) by and among Xxxxxxxxx Farms, Inc., a Mississippi corporation (the “Company”), and BMO Xxxxxx Bank N.A., individually and in its capacity as agent thereunder (“BMO Xxxxxx”), and the lenders and letter of credit issuers from time to time parties thereto (all of said lenders being referred to collectively as the “Banks” and individually as a “Bank”, and such letter of credit issuers being referred to collectively as “L/C Issuers” and individually as an “L/C Issuer”; and said BMO Xxxxxx as agent for the Banks and L/C Issuers under the Credit Agreement being hereinafter referred to in such capacity as the “Agent”; the Banks, the L/C Issuers and the Agent being referred to collectively as the “Guaranteed Creditors” and individually as a “Guaranteed Creditor”), pursuant to which said Banks agree to make available to the Company a Revolving Credit, with all loans thereunder to be evidenced by the Revolving Notes of the Company and pursuant to which the Swing Line Bank agrees to make available to the Company a Swing Line with all loans thereunder to be evidenced by the Swing Note of the Company and which provides that certain banks and other financial institutions may make term loans to the Company thereunder with all term loans made thereunder to be evidenced by the Term Notes of the Company (all such Revolving Notes, Term Notes and the Swing Note being hereinafter referred to collectively as the “Notes” and individually as a “Note”). In addition the Company may request the L/C Issuers to issue letters of credit for the Company’s account and the other Banks will acquire risk participations in such letters of credit and all obligations of the Company with request thereto (the “Reimbursement Obligations”). All of the Company’s indebtedness, obligations and liabilities to the Guaranteed Creditors under the Credit Agreement and the other Loan Documents, including, without limitation, all such indebtedness, obligations and liabilities evidenced by the Notes and the Reimbursement Obligations, and all extensions or renewals of any of the foregoing, are hereinafter collectively referred to as the “Indebtedness”; provided that in no event shall the Indebtedness include any Excluded Swap Obligations. All defined terms used herein shall have the meanings set forth in the Credit Agreement unless expressly defined herein. The undersigned are wholly-owned subsidiaries of the Company. As an inducement to each of you to accept and enter into said Credit Agreement, and in consideration of credit extended and to be extended by the Guaranteed Creditors to the Company under said Credit Agreement, the undersigned (hereinafter collectively referred to as the “Guarantors”), acknowledging that the Guaranteed Creditors have informed the Company that said credit would not be extended but for this guarantee, hereby jointly and severally guarantee the full and prompt payment to each Guaranteed Creditor at maturity (whether by acceleration, lapse of time or otherwise) and at all times thereafter of principal of and interest on all Indebtedness of the Company under the Credit Agreement, and all extensions or renewals of all or any part thereof and all other indebtedness, liabilities and obligations of the Company to the Guaranteed Creditors under the Credit Agreement. Notwithstanding anything in this Guaranty to the contrary, the right of recovery against each Guarantor under this Guaranty shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Guaranty void or voidable under applicable law, including fraudulent conveyance law. The undersigned further jointly and severally acknowledge and agree with the Guaranteed Creditors that this Guaranty and the undertaking of the Guarantors in connection therewith shall be on and subject to the following terms and conditions:
Appears in 1 contract
Waiver of Borrowers’ rights. The Company acknowledges and agrees that, to the extent the provisions of the Agricultural Credit Act of 1987, including, without limitation, 12 U.S.C. §§§ 2199 through 2202e, and the implementing Farm Credit Administration regulations, 12 C.F.R. §§ 617.7000, et seq. (collectively, the “Farm Credit Law”) apply to the Company or to the transactions contemplated by this Agreement, they hereby irrevocably waive all statutory or regulatory rights of a borrower to disclosure of effective interest rates, differential interest rates, review of credit decisions, distressed loan restructuring, and rights of first refusal under the Farm Credit Law (“Borrower Rights”). The Company acknowledges and agrees that the waiver of Borrower Rights provided by this Section is knowingly and voluntarily made after the Company has consulted with legal counsel of its choice and has been represented by counsel of its choice in connection with the negotiation of this Agreement and the waiver of Borrower Rights set forth in this Section. The Company acknowledges that its waiver of Borrower Rights set forth in this Section is based on its recognition that such waiver is material to induce commercial banks and other non-Farm Credit System institutions to participate in the extensions of credit contemplated by this Agreement and to provide extensions of credit to the Company. Nothing contained in this Section, nor the delivery to Company of any summary of any rights under, or any notice pursuant to, the Farm Credit Law shall be deemed to be, or be constructed to indicate the determination or agreement by the Company, the Agent, or any Bank that the Farm Credit Law, or any rights thereunder, are or will be applicable to the Company or to the transactions contemplated by this Agreement. It is the intent of the Company that the waiver of Borrower Rights contained in this Section complies with and meets all of the requirements of 12 C.F.R. §§ 617.7010(c). This Credit Agreement is entered into between us for the uses and purposes hereinabove set forth as of the date first above written. XXXXXXXXX FARMS, INC. By /s/ D. Xxxxxxx Xxxxxxxx Its Treasurer and Chief Financial Officer Accepted and Agreed to as of the day and year last above written. BMO XXXXXX BANK N.A., as Agent and an L/C Issuer By /s/ Xxxxxx X. Xxxx Its Director Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement “LENDERS” BMO XXXXXX FINANCING, INC. By /s/ Xxxxxx X. Xxxx Its Director Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement AGFIRST FARM CREDIT BANK By /s/ Xxxxxxx X. Xxxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement FARM CREDIT BANK OF TEXAS By /s/ Xxxx Xxxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement FARM CREDIT SERVICES OF AMERICA, PCA By /s/ Xxxxx Xxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement REGIONS BANK By /s/ Xxxxxxx Xxxxxx Its Senior Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement BANK OF THE WEST By /s/ Xxxxxx Xxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement 1ST FARM CREDIT SERVICES, PCA By /s/ Xxxx X. Xxxxxxxxxx Its Vice President, Capital Markets Group Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement AGSTAR FINANCIAL SERVICES, PCA By /s/ Xxxxxx X. Xxx Its AVP Capital Markets Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement FARM CREDIT MID-AMERICA, PCA By /s/ Xxxxx Xxxxxxxx Its Credit Officer Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement UNITED FCS, PCA d/b/a FCS COMMERCIAL FINANCE GROUP By /s/ Xxxx Xxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement NORTHWEST FARM CREDIT SERVICES, PCA By /s/ Xxxx Xxxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement TRUSTMARK NATIONAL BANK By /s/ Xxxxxxx X. Xxxxxxx Its Senior Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement GREENSTONE FARM CREDIT SERVICES, ACA/FLCA By /s/ Xxxxxx Xxxxxxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement U.S. BANK NATIONAL ASSOCIATION By /s/ Xxxxxxx X. Xxxx Its Vice President Xxxxxxxxx Farms, Inc. Signature Page to Credit Agreement AMERICAN AGCREDIT, PCA By /s/ Xxxx Van Schuyver Its Vice President Xxxxxxxxx Farms, Inc. FARM CREDIT WEST, PCA By /s/ Xxxxxxx X. Xxxx Its Regional Vice President Xxxxxxxxx Farms, Inc. SPECIMEN EXHIBIT A XXXXXXXXX FARMS, INC. REVOLVING CREDIT NOTE , 2013 FOR VALUE RECEIVED, the undersigned, XXXXXXXXX FARMS, INC., a Mississippi corporation (the “Company”) promises to pay to the order of (the “Lender”) on the Revolving Credit Termination Date (as defined in the Credit Agreement referred to below) at the principal office of BMO Xxxxxx Bank N.A. in Chicago, Illinois, the principal sum of or, if less, the aggregate unpaid principal amount of all Revolving Credit Loans made by the Lender to the Company under the Revolving Credit provided for under the Credit Agreement hereinafter mentioned and remaining unpaid on the Revolving Credit Termination Date together with interest on the principal amount of each Revolving Credit Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates specified in said Credit Agreement. The Lender shall record on its books or records or on the schedule to this Note which is a part hereof the principal amount of each Revolving Credit Loan made under the Revolving Credit, all payments of principal and interest and the principal balances from time to time outstanding; provided that prior to the transfer of this Note all such amounts shall be recorded on the schedule attached to this Note. The record thereof, whether shown on such books or records or on the schedule to this Note, shall be prima facie evidence as to all such amounts; provided, however, that the failure of the Lender to record, or any mistake in recording, any of the foregoing shall not limit or otherwise affect the obligation of the Company to repay all Revolving Credit Loans made under the Revolving Credit, together with accrued interest thereon. This Note is one of the Revolving Notes referred to in and issued under that certain Credit Agreement dated as of October 24, 2013, among the Company, BMO Xxxxxx Bank N.A., as Agent, and the banks named therein, as amended from time to time (the “Credit Agreement”), and this Note and the holder hereof are entitled to all of the benefits and security provided for thereby or referred to therein. Payment of this Note has been guaranteed pursuant to that certain Guaranty Agreement dated as of October 24, 2013, from the Guarantor Subsidiaries to the Banks, to which reference is hereby made for a statement of the terms thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as such terms have in said Credit Agreement. Prepayments may be made on any Revolving Credit Loan evidenced hereby and this Note (and the Revolving Credit Loans evidenced hereby) may be declared due prior to the expressed maturity thereof, all in the events, on the terms and in the manner as provided for in said Credit Agreement. The Company hereby waives presentment for payment and demand. This Note is governed by and shall be construed in accordance with the internal laws of the State of Illinois. XXXXXXXXX FARMS, INC. By Its SPECIMEN EXHIBIT B XXXXXXXXX FARMS, INC. SWING NOTE $10,000,000 , 2013 FOR VALUE RECEIVED, the undersigned, Xxxxxxxxx Farms, Inc., a Mississippi corporation (the “Company”), promises to pay to the order of BMO Xxxxxx Financing, Inc. (the “Bank”), at the principal office of BMO Xxxxxx Bank N.A. in Chicago, Illinois, the aggregate unpaid principal amount of all Swing Loans made by the Bank to the Company under the Credit Agreement hereinafter mentioned in the amounts and payable in the manner and on the dates specified in said Credit Agreement, together with interest on the principal amount of each Swing Loan from time to time outstanding hereunder at the rates, and payable in the manner and on the dates specified in said Credit Agreement. This Note is the Swing Note referred to in and issued under that certain Credit Agreement dated as of October 24, 2013, among the Company, BMO Xxxxxx Bank N.A., as Agent, and the banks named therein, as amended from time to time (the “Credit Agreement”), and this Note and the holder hereof are entitled to all of the benefits and security provided for thereby or referred to therein. Payment of this Note has been guaranteed pursuant to that certain Guaranty Agreement dated as of October 24, 2013, from the Guarantor Subsidiaries to the Banks, to which reference is hereby made for a statement of the terms thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as such terms have in said Credit Agreement. Prepayments may be made on any Swing Loan evidenced hereby and this Note (and the Swing Loans evidenced hereby) may be declared due prior to the expressed maturity thereof, all in the events, on the terms and in the manner as provided for in said Credit Agreement. The Company hereby waives presentment for payment and demand. This Note is governed by and shall be construed in accordance with the internal laws of the State of Illinois. XXXXXXXXX FARMS, INC. By Its EXHIBIT D SANDERSON FARMS, INC. GUARANTY AGREEMENT BMO Xxxxxx Bank N.A. Chicago, Illinois The Banks and L/C Issuers from time to time parties to the Credit Agreement (as hereinafter defined) Ladies and Gentlemen: Reference is made to that certain Credit Agreement dated as of October 24, 2013 (such Credit Agreement, as the same may be modified or amended from time to time, being hereinafter referred to as the “Credit Agreement”) by and among Xxxxxxxxx Farms, Inc., a Mississippi corporation (the “Company”), and BMO Xxxxxx Bank N.A., individually and in its capacity as agent thereunder (“BMO Xxxxxx”), and the lenders and letter of credit issuers from time to time parties thereto (all of said lenders being referred to collectively as the “Banks” and individually as a “Bank”, and such letter of credit issuers being referred to collectively as “L/C Issuers” and individually as an “L/C Issuer”; and said BMO Xxxxxx as agent for the Banks and L/C Issuers under the Credit Agreement being hereinafter referred to in such capacity as the “Agent”; the Banks, the L/C Issuers and the Agent being referred to collectively as the “Guaranteed Creditors” and individually as a “Guaranteed Creditor”), pursuant to which said Banks agree to make available to the Company a Revolving Credit, with all loans thereunder to be evidenced by the Revolving Notes of the Company and pursuant to which the Swing Line Bank agrees to make available to the Company a Swing Line with all loans thereunder to be evidenced by the Swing Note of the Company and which provides that certain banks and other financial institutions may make term loans to the Company thereunder with all term loans made thereunder to be evidenced by the Term Notes of the Company (all such Revolving Notes, Term Notes and the Swing Note being hereinafter referred to collectively as the “Notes” and individually as a “Note”). In addition the Company may request the L/C Issuers to issue letters of credit for the Company’s account and the other Banks will acquire risk participations in such letters of credit and all obligations of the Company with request thereto (the “Reimbursement Obligations”). All of the Company’s indebtedness, obligations and liabilities to the Guaranteed Creditors under the Credit Agreement and the other Loan Documents, including, without limitation, all such indebtedness, obligations and liabilities evidenced by the Notes and the Reimbursement Obligations, and all extensions or renewals of any of the foregoing, are hereinafter collectively referred to as the “Indebtedness”; provided that in no event shall the Indebtedness include any Excluded Swap Obligations. All defined terms used herein shall have the meanings set forth in the Credit Agreement unless expressly defined herein. The undersigned are wholly-owned subsidiaries of the Company. As an inducement to each of you to accept and enter into said Credit Agreement, and in consideration of credit extended and to be extended by the Guaranteed Creditors to the Company under said Credit Agreement, the undersigned (hereinafter collectively referred to as the “Guarantors”), acknowledging that the Guaranteed Creditors have informed the Company that said credit would not be extended but for this guarantee, hereby jointly and severally guarantee the full and prompt payment to each Guaranteed Creditor at maturity (whether by acceleration, lapse of time or otherwise) and at all times thereafter of principal of and interest on all Indebtedness of the Company under the Credit Agreement, and all extensions or renewals of all or any part thereof and all other indebtedness, liabilities and obligations of the Company to the Guaranteed Creditors under the Credit Agreement. Notwithstanding anything in this Guaranty to the contrary, the right of recovery against each Guarantor under this Guaranty shall not exceed $1.00 less than the lowest amount which would render such Guarantor’s obligations under this Guaranty void or voidable under applicable law, including fraudulent conveyance law. The undersigned further jointly and severally acknowledge and agree with the Guaranteed Creditors that this Guaranty and the undertaking of the Guarantors in connection therewith shall be on and subject to the following terms and conditions:
Appears in 1 contract
